Examples of Heinz Record Date in a sentence
Alternatively, Del Monte shall have the option of instructing the Exchange Agent to aggregate all fractional interests in Del Monte Common Stock resulting from the Merger, sell shares representing such aggregate interests in the public market and distribute to the Heinz shareholders as of the Heinz Record Date who otherwise would have been entitled to fractional shares a pro rata portion of the proceeds of such sale.
Neither Del Monte nor the Surviving Corporation shall be liable to any Heinz shareholder as of the Heinz Record Date or any holder of shares of Del Monte Common Stock for shares of Del Monte Common Stock (or dividends or distributions with respect thereto or with respect to Spinco Common Stock) or cash in lieu of fractional shares of Del Monte Common Stock delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Notwithstanding anything herein to the contrary, no certificate or scrip representing fractional shares of Del Monte Common Stock shall be issued in the Merger, and, to the extent the Exchange Ratio would result in any Heinz shareholder as of the Heinz Record Date being entitled to receive a fractional share of Del Monte Common Stock, such fractional share interests will not entitle any such shareholder to vote or to any rights as a stockholder of Del Monte.
The Exchange Agent shall, pursuant to irrevocable instructions, deliver to the Heinz shareholders as of the Heinz Record Date the Del Monte Common Stock contemplated to be issued pursuant to Section 2.2 from the shares of stock held in the Exchange Fund.
Until the Effective Time, the Exchange Agent shall hold the shares of Spinco Common Stock represented by the Distribution Stock Certificate on behalf of the Heinz shareholders as of the Heinz Record Date.
For the avoidance of doubt, Heinz shall not be considered a holder of record of Heinz Common Stock as of the Heinz Record Date with respect to any shares of Heinz Common Stock held in its treasury.
Prior to the Distribution Date, the Board of Directors of Heinz, in accordance with applicable law, shall establish the Heinz Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution.